La Rosa (NASDAQ: LRHC) sells Series D preferred shares for $250,000
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
La Rosa Holdings Corp. closed the second tranche of a preferred stock financing with an institutional investor. The company issued the remaining 250 shares of its Series D Convertible Preferred Stock at $1,000 per share, generating gross proceeds of $250,000 on June 10, 2026.
This followed an earlier issuance of 250 Series D shares under a Securities Purchase Agreement that allowed up to 500 shares total. The issuance relied on an exemption from registration under Rule 506(b) of Regulation D and became available after La Rosa filed its Form 10-K for the year ended December 31, 2025.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 3.02, 8.01
2 items
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Key Figures
Total Series D capacity: 500 shares
Purchase price per share: $1,000 per share
Initial Series D issuance: 250 shares for $250,000
+5 more
8 metrics
Total Series D capacity
500 shares
Maximum Series D Convertible Preferred Stock under SPA
Purchase price per share
$1,000 per share
Series D Convertible Preferred Stock Purchase Price
Initial Series D issuance
250 shares for $250,000
First closing under SPA
Remaining Series D issuance
250 shares for $250,000
Second closing on June 10, 2026
Aggregate proceeds from SPA
$500,000
Total gross proceeds from 500 Series D shares
Regulatory exemption
Rule 506(b) of Regulation D
Exemption from Securities Act registration
10-K filing date
June 4, 2026
Form 10-K for year ended December 31, 2025
Closing date
June 10, 2026
Closing of Remaining Series D Preferred Stock
Key Terms
Series D Convertible Preferred Stock, Securities Purchase Agreement, Rule 506(b) under Regulation D, Certificate of Designation, +1 more
5 terms
Series D Convertible Preferred Stock financial
"up to 500 shares of the Company’s Series D Convertible Preferred Stock, par value $0.0001 per share"
Series D convertible preferred stock is a class of shares issued in a later-stage funding round that gives holders priority over common shareholders for payouts and often a fixed dividend, while including an option to convert those shares into common stock. It matters to investors because it affects who gets paid first if a company is sold or liquidates and can change ownership stakes and voting power when converted, similar to holding a safer ticket that can be exchanged for regular tickets later.
Securities Purchase Agreement financial
"entered into a Securities Purchase Agreement (the “SPA”) pursuant to which the Company"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
Rule 506(b) under Regulation D regulatory
"pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, available to the Company under Rule 506(b) under Regulation D"
Certificate of Designation regulatory
"as provided in the Company’s a Certificate of Designation of Rights and Preferences of the Series D Preferred Stock"
A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.
Certificate of Correction regulatory
"as corrected by the Certificate of Correction and filed with the Secretary of State of the State of Nevada"
FAQ
What did La Rosa Holdings Corp. (LRHC) announce in this 8-K filing?
La Rosa Holdings Corp. reported closing the second tranche of a preferred stock financing. The company issued 250 remaining Series D Convertible Preferred shares, raising $250,000 in gross proceeds from an institutional investor under a previously signed Securities Purchase Agreement.
How much capital did La Rosa Holdings Corp. (LRHC) raise from the latest Series D issuance?
La Rosa raised $250,000 in gross proceeds from this closing. It issued 250 shares of Series D Convertible Preferred Stock at $1,000 per share, completing the full 500-share capacity agreed in the Securities Purchase Agreement with the institutional investor.
What are the key terms of La Rosa Holdings Corp.’s (LRHC) Series D Preferred Stock deal?
Under the Securities Purchase Agreement, La Rosa could issue up to 500 Series D Preferred shares at $1,000 per share. The investor first bought 250 shares for $250,000, then later purchased the remaining 250 shares for an additional $250,000.
When did La Rosa Holdings Corp. (LRHC) complete the purchase of the Remaining Series D Preferred Stock?
The closing for the Remaining Series D Preferred Stock occurred on June 10, 2026. This followed La Rosa’s filing of its Form 10-K for the year ended December 31, 2025, which triggered the investor’s option to purchase the remaining 250 preferred shares.
How was La Rosa Holdings Corp.’s (LRHC) Series D Preferred issuance registered or exempted?
La Rosa issued the Remaining Series D Preferred Stock without SEC registration, relying on an exemption. The company used Rule 506(b) under Regulation D of the Securities Act of 1933, which allows private placements to institutional or accredited investors.
What prior filings relate to La Rosa Holdings Corp.’s (LRHC) Series D Preferred Stock?
The Series D Preferred terms and purchase were detailed in earlier reports. La Rosa referenced a Securities Purchase Agreement filed as Exhibit 10.1 and a Certificate of Designation and Certificate of Correction filed as Exhibits 3.1 and 3.2 in prior SEC reports.